Patent Infringement Claims Sample Clauses
Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party that is threatened, made or brought against either Party by reason of the development, manufacture, use, sale, offer for sale, importation, exportation, license or marketing of the Product by either Party. As between Endo and Durect, Durect shall be solely responsible for defense of all claims, including all related costs and expenses, with respect to alleged infringement or misappropriation by the manufacture, use, sale, offer for sale, exportation and importation of the Product in the Durect Territory, so long as the alleged infringing or misappropriating activity is carried out by or on behalf of Durect, and Endo shall be solely responsible for defense of all claims, including all related costs and expenses, with respect to alleged infringement or misappropriation by the manufacture, use, exportation and importation of the Product in the Durect Territory as permitted under the Agreement so long as the alleged infringing or misappropriating activity is carried out by or on behalf of Endo.
(b) Subject to the second sentence of this clause (b), in the event of the institution of any suit by a Third Party against either Party for patent infringement involving the development, manufacture, use, sale, offer for sale, importation, exportation, license or marketing of the Product in the Licensed Territory, Endo shall be responsible for the defense of any such suit and, subject to the terms of this Section 8.7, Endo shall control such defense. Durect shall be responsible for the defense and control of any patent infringement action referred to in the first sentence of this clause (b) if the alleged infringing activity is carried out by or on behalf of Durect as permitted under the Agreement. The Party controlling litigation under this clause (b) shall select mutually acceptable legal counsel, regularly consult with the other Party and its counsel to keep them fully informed on the progress and status of the suit, provide copies of all material documents and consider in good faith all comments and suggestions made by the other Party and its counsel. Durect and Endo shall assist one another and cooperate in any such litigation at the other’s request. No settlement, compromise or other disposition of any such proceeding shall be entered into without each Party’s prior written consen...
Patent Infringement Claims. If either Party receives a claim by a Third Party that any KBC or component thereof infringes a patent or misappropriates any other right of the third Party, then such Party shall notify the other Party promptly in writing within fifteen (15) days of receipt of such claim and the Parties shall provide each other with all reasonable information available to them for the defense of such claim. GP shall promptly suspend manufacture of any KBC for BMX after receipt of notice of an infringement claim, unless BMX (i) expressly instructs GP to continue to manufacture such KBC and (ii) agrees to indemnfy, protect, and hold harmless GP as to the subject matter of the infringement claim with respect to the continuing manufacture of such KBC.
Patent Infringement Claims. Everest agrees that, after the Wrong Pockets Patent Term, prior to initiating any Legal Proceeding or assisting any Third Party in any Legal Proceeding against Newco or any of its Affiliates that involves or reasonably could be expected to involve claims of infringement of any Patent, the Parties shall discuss in good faith whether such Patent was used or practiced in the Newco Business in the Upstream Field or Shared Midstream Field as of the Effective Date (and therefore should have been included in the Everest Licensed Patents licensed to Newco and its Affiliates under this Agreement or the Newco Assets). If, in such good faith discussions, the Parties determine that such Patent was used or practiced in the Newco Business in the Upstream Field or Shared Midstream Field as of the Effective Date, unless otherwise mutually agreed upon by the Parties in writing, such Patent will be licensed to Newco and its Affiliates in accordance with the terms of the Reseller Agreement, subject to the terms and conditions of any licenses and other rights previously granted by or on behalf of Everest or any of its Affiliates to any Third Parties with respect to such Patent.
Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party which is threatened, made or brought against either Party by reason of the development, manufacture, use or sale of any Product by either Party. Ignyta shall be responsible for defense of all such claims against Ignyta in the Territory except as otherwise provided in Article 12.
(b) In any suit, action or proceeding referred to in this Section 10.7 (regardless of which Party commences or defends), each Party shall, at its own expense, fully cooperate with the other Party and supply all assistance reasonably requested by the Party carrying on the proceeding, including providing the other Party with such witnesses, documents and records and other evidence as may be reasonably requested.
Patent Infringement Claims. If the development, registration, manufacture, use, marketing or sale of Licensed Products in a country in the Territory results in a Third-Party Claim of patent infringement, the parties agree to respond to and/or defend against the Third-Party Claim as follows:
Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any Patents or misappropriation of trade secret rights of any Third Party that is threatened, made or brought against either Party by reason of the development, manufacture, use, sale, offer for sale, importation or exportation of the Product in the Territory.
(b) In the event of the institution of any suit by a Third Party against either Party for Patent infringement involving the development, manufacture, use, sale, offer for sale, importation or exportation by or on behalf of Zogenix, its Affiliates or Sublicensees of the Product in the Territory after the Effective Date, Zogenix shall be responsible for the defense of any such suit and, subject to the terms of this Section 9.6, Zogenix shall control such defense. Zogenix shall select defense counsel and, provided that Zogenix can do so without compromising attorney-client privilege, regularly consult with Durect and its counsel to keep them reasonably informed on the progress and status of the suit. Durect shall assist Zogenix and cooperate in any such litigation [* * *]. No settlement, compromise or other disposition of any such proceeding that subjects Durect to an injunction or requires Durect to contribute to any monetary payment or otherwise materially and adversely affect Durect’s rights hereunder shall be entered into without Durect’s prior written consent, which consent will not be unreasonably withheld or delayed. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(c) [* * *], [* * *]; provided, however, [* * *].
(d) In the event a Third Party threatens suit against either Party for Patent infringement involving the development, manufacture, use, sale, offer for sale, importation, exportation, license or marketing of the Product in the Territory, the Parties shall confer with respect to the appropriate course of action, and if they determine that a declaratory action is warranted, then with respect to such action, the provisions of this Section 9.6 shall apply thereto with respect to the prosecution of such action and the defense of any claims asserted in response thereto.
(e) In the event that either Party becomes aware of a Third Pa...
Patent Infringement Claims. (a) Effective at Closing, Purchaser shall assign to Seller and/or ▇▇▇▇▇ Limited the sole and exclusive right in the United States and in Canada to commence and prosecute Patent Infringement Claims against one or more of the parties described in Section 1.3(e) for infringement of the Patents, at Seller's own expense, and to collect damages for past, present and if any such infringement exists before Closing, future infringement of the Patents, including collecting any royalty or license fees for future periods and to obtain any other relief that is necessary or feasible, including the right to enjoin such parties from practicing the invention claimed in the Patents, to collect enhanced damages and/or attorneys fees for willful infringement thereof, and without limitation to secure any other relief possible. Purchaser agrees to join with Seller and/or ▇▇▇▇▇ Limited as a necessary party to any such litigation and agrees that Seller shall control the litigation with respect to claims for infringement. With respect to invalidity defenses and counterclaims made during the litigation, Purchaser shall control the defense of such invalidity defenses and counterclaims and shall consult with Seller with respect thereto.
(b) Purchaser agrees to cooperate with Seller and/or ▇▇▇▇▇ Limited in prosecuting the Patent Infringement Claims and to permit Seller to settle or compromise the Patent Infringement Claims on terms which are reasonable, provided, however, that Seller shall not have the right to grant any licenses or other rights under the Patents pursuant to such settlement or compromise. Purchaser agrees that it will consent to and grant a license on terms provided by Seller in an agreement to settle the Patent Infringement Claims subject to Purchaser's approval, not to be unreasonably withheld. Any license, royalty or other fees received by Purchaser in connection with such license or otherwise resulting from the Patent Infringement Claims shall be subject to Section 8.4(d) below.
(c) The assignment in (a) shall cease to be effective on the second anniversary of the Closing, except as to the "COMMENCED CLAIMS." COMMENCED CLAIMS shall be those claims as to which Seller or ▇▇▇▇▇ Limited has either (i) commenced litigation or other dispute resolution procedures, or (ii) commenced substantive settlement discussions. During the two years following Closing, Purchaser shall not grant any licenses under the Patents to the parties listed in SCHEDULE 1.3(e) or their Affiliate...
Patent Infringement Claims. To the best knowledge of the Parties, none of the intellectual property rights related to the products infringe any third party rights. However neither of the Parties make any warranty or representation to that effect. Should a patent infringement claim be lodged against one or both of the Parties to this Agreement, the Parties agree to: • Immediately inform the other Party of such claim • In good faith discuss continuing or stopping marketing and sales of the Product in the Territory • In good faith discuss obtaining a patent license agreement for the Product in the Territory • Principal will pay the legal costs of such possible litigation and consequently Principal has the final say with respect to the response to such possible patent infringement claims. * As it relates to patent infringements claims, it is agreed that neither party will indemnify the other.
Patent Infringement Claims. 13.1 Each party ("Indemnitor") will defend, at its own expense, any action brought against the other party ("Indemnitee") to the extent that it is based on a claim that the Indemnitor's system or associated hardware or software provided to Indemnitee by Indemnitor infringes a patent, trademark, or copyright of the United States only, and Indemnitor will pay those costs and damages finally awarded against Indemnitee in any such action that are attributable to any such claim, provided, however, such defense and payment are conditioned on all of the following:
13.1.1 that Indemnitor will be notified promptly in writing by Indemnitee of any notice of such claim;
13.1.2 that Indemnitor will have control of the defense in any action on such claim and all negotiations for its settlement or compromise;
13.1.3 that no un-authorized changes of any kind whatsoever have been made to the Indemnitor's system or associated hardware or software; and
13.1.4 should the Indemnitor's system or associated hardware or software become or, in Indemnitor's opinion, be likely to become the subject of a claim of infringement of a United States patent, Indemnitee permits Indemnitor to replace or modify the same so that it becomes non-infringing or make other arrangements, as Indemnitor deems fit in its sole discretion, to allow for continued use of the Indemnitor's system or associated hardware or software.
Patent Infringement Claims. NovaMed Medical Product, Mfg., Inc. agree that they will defend, hold harmless and indemnify Licensors on and from patent infringement claims against NovaMed Medical Products, Mfg., Inc. and/or Licensors on Patents or Products which are the subject of this Agreement. Licensors agree to provide technical assistance, exclusive of the services they are providing under other sections of this Agreement, to assist in the defense of such actions.